SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13G | |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Forum Markets , Incorporated (Name of Issuer) | |
Common Stock, $0.0001 par value per share (Title of Class of Securities) | |
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06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 68236V401 |
| 1 | Names of Reporting Persons
Cyber Citadel | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,487,389.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.11 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Amounts reported above reflect the Issuer's 10 for 1 reverse stock split effective on October 20, 2025.
The Reporting Persons hold pre-funded warrants and strategic advisor warrants exercisable for an aggregate of 2,102,006 shares of Common Stock. Each warrant is subject to a beneficial ownership limitation preventing exercise to the extent that, after giving effect to such exercise, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding Common Stock. Because the Reporting Persons' holdings of Common Stock alone exceeded that limitation as of the date of this statement, no warrant shares are included in Rows 5, 7 or 9.
The percentage in Row 11 is based on 13,390,804 shares of Common Stock outstanding as reported by the Issuer in its definitive proxy statement filed with the Securities and Exchange Commission on July 8, 2026.
Konstantin Lomashuk may be deemed to beneficially own the shares held by Cyber Citadel Ltd. in his capacity as the holder of a controlling interest in Cyber Citadel Ltd. Mr. Lomashuk disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and this statement shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 13(d) or for any other purpose.
The Reporting Persons' percentage ownership increased above 10% on or about April 28, 2026 as a result of the Issuer's repurchase and cancellation of its own shares, which reduced the number of shares outstanding. The Reporting Persons acquired no securities of the Issuer in connection with that increase.
SCHEDULE 13G
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| CUSIP Number(s): | 68236V401 |
| 1 | Names of Reporting Persons
Konstantin Lomashuk | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
RUSSIAN FEDERATION
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,487,389.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.11 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Amounts reported in above above reflect the Issuer's 10 for 1 reverse stock split effective on October 20, 2025.
The Reporting Persons hold pre-funded warrants and strategic advisor warrants exercisable for an aggregate of 2,102,006 shares of Common Stock. Each warrant is subject to a beneficial ownership limitation preventing exercise to the extent that, after giving effect to such exercise, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding Common Stock. Because the Reporting Persons' holdings of Common Stock alone exceeded that limitation as of the date of this statement, no warrant shares are included in Rows 5, 7 or 9.
The percentage in Row 11 is based on 13,390,804 shares of Common Stock outstanding as reported by the Issuer in its definitive proxy statement filed with the Securities and Exchange Commission on July 8, 2026.
Konstantin Lomashuk may be deemed to beneficially own the shares held by Cyber Citadel Ltd. in his capacity as the holder of a controlling interest in Cyber Citadel Ltd. Mr. Lomashuk disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and this statement shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 13(d) or for any other purpose.
The Reporting Persons' percentage ownership increased above 10% on or about April 28, 2026 as a result of the Issuer's repurchase and cancellation of its own shares, which reduced the number of shares outstanding. The Reporting Persons acquired no securities of the Issuer in connection with that increase.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Forum Markets , Incorporated | |
| (b) | Address of issuer's principal executive offices:
2875 South Ocean Blvd., Suite 200, Palm Beach, FL 33480 | |
| Item 2. | ||
| (a) | Name of person filing:
Cyber Citadel
Konstantin Lomashuk | |
| (b) | Address or principal business office or, if none, residence:
The address for the principal business office of Cyber Citadel is:
71 Fort Street, 3rd Floor
George Town, Grand Cayman KY1-1111
The address for the principal business office of Konstantin Lomashuk is:
c/o Cyber Citadel
71 Fort Street, 3rd Floor
George Town, Grand Cayman KY1-1111 | |
| (c) | Citizenship:
Cyber Citadel is a Cayman Islands corporation; Konstantin Lomashuk is a citizen of Russia. | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
68236V401 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,487,389 shares of Common Stock.
Konstantin Lomashuk may be deemed to possess voting and dispositive power in his capacity as sole owner of a controlling interest in Cyber Citadel and its affiliates. | |
| (b) | Percent of class:
11.11% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,487,389 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,498,389 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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